By Ms. Wolfson:
(1) If ECOC fails to cxxxxx xx xxy material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of ECOC contained herein shall be inaccurate in any material respect.
By Ms. (a) If a third cause of action, claim, or demand is brought under United States laws against COMPANY for an Infringement Claim, COMPANY shall promptly notify MS in writing of the Infringement Claim, specify the nature of such claim and the relief sought. COMPANY shall tender the defense of the Infringement Claim to MS. Within thirty (30) calendar days of MS' receipt of such notice, MS shall notify COMPANY in writing of MS' acceptance or rejection of the defense of the Infringement Claim. If MS accepts the defense of the Infringement Claim, then MS shall pay any settlement to which MS consents or shall pay the amount of any adverse final judgment. As soon as MS determines that it may reject defense of the Infringement Claim, MS and COMPANY shall engage in good faith discussions with respect to MS' intention. MS' acceptance or rejection of any Infringement Claim shall be based on MS' discretion which shall be reasonable. As a clarification of the foregoing, the parties understand and agree that MS will accept the defense of legitimate and valid Infringement Claims. MS shall have sole control over the defense and/or settlement of Infringement Claims. COMPANY shall provide reasonable assistance of the same.
(b) In the event MS receives information concerning an intellectual property infringement claim (including an Infringement Claim) under United States laws and related to the Product(s) or the Marks, MS may at its expense, without obligation to do so, either (i) procure for COMPANY the right to continue to distribute the alleged infringing Product or Xxxx, or (ii) replace or modify the Product or Xxxx to make it non-infringing, and in which case, COMPANY shall thereupon cease distribution of the alleged infringing Product or Xxxx.
(c) MS shall have no liability for any intellectual property infringement claim (including an Infringement Claim) based on COMPANY's (i) distribution or use of any Product or Xxxx after receipt of MS' notice that COMPANY should cease distribution, or use of such Product or Xxxx due to such a claim; or (ii) combination of a Product with any other product, program or data; or (iii) adaptation or modification of any Product.
(d) MS shall defend COMPANY, its subsidiaries, and affiliated companies from and against any claims, losses, and damages relating to any default, breach or alleged breach of MS' obligations, promises, representations, warranties or agreements hereunder. MS' obligation to defend COMPANY shall only apply provided th...
By Ms. Colmenares:
(1) If ECOC fails tx xxxxxx xx xxy material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of ECOC contained herein shall be inaccurate in any material respect.
By Ms. MS may give COMPANY notices, authorizations, and requests in connection with this Agreement by:
(i) Fax to the fax number listed in the Address Schedule; or
(ii) In writing to the addresses indicated in Address Schedule. In addition, only for updates or changes to information, instructions or forms (but not license terms), MS may give COMPANY notices, authorizations and requests by: - Posting them to the ECE or MOO, or - Email to the email address listed in the Address Schedule.
By Ms. MS hereby represents and warrants to Starpak as follows:
(1) MS has the full and exclusive right and power to enter into and perform according to the terms of this Agreement;
(2) MS has and will have, at all relevant times, sufficient rights in the Products to grant Starpak the rights granted in this Agreement;
(3) that at all times relevant to this Agreement, MS will keep any and all license agreements with third parties relevant to the reproduction, manufacture, and/or distribution of the Products in force and in good standing; and
(4) that any and all software provided by MS to Starpak for incorporation into the Products will be exportable into any countries where MS requests it be delivered.
By Ms. Mark: With respect to Ms. Mark's rights and obligations, her rights and obligations hereunder are personal and neither this Agreement, nor any right, benefit or obligation of Ms. Mark, xxall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of Azurix. This Agreement and all payments hereunder shall inure to the benefit of and be enforceable by and against Ms. Mark's personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.
By Ms. MS shall indemnify and defend COMPANY its subsidiaries and affiliated companies from and against any claims, losses, and damages relating to any (i) claims of infringement of any United States patent, copyright, trademark and/or service xxxx with respect to a Product, provided that the Product has not been altered, or (ii) any default or breach of MS' obligations, promises, representations, warranties or agreement hereunder. MS' obligation to indemnify and defend COMPANY shall only apply provided that MS is notified promptly in writing of such a claim and COMPANY tenders sole control over its defense or settlement to MS. COMPANY shall provide reasonable assistance in the defense of any claim.
By Ms. NING: MS. NING shall deliver, or cause to be deliver, to CHFR: (a) the balance of the Consideration (if any); and (b) such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by CHFR in furtherance of the intent of this Agreement; (2)
By Ms. Xx. Each of Mr.
By Ms. MS may give Company notices, authorizations, and requests in connection with this Agreement by:
i. Fax to the fax number listed in the Notices Schedule; or
ii. In writing to the addresses indicated in Notices Schedule. In addition, only for updates or changes to information, instructions or forms (but not this Agreement), MS may give Company notices, authorizations and requests by: - Posting them to the ECE or MOO, or Microsoft OEM Distribution Agreement for Software Products for Embedded Systems, # *** dated July 1, 2008 between MS and B SQUARE CORPORATION *** Confidential treatment requested - Email to the email address listed in the Notices Schedule.
